When it comes to movie series, the third time is definitely not the charm. Some of the best movies ever made are the second films in a franchise — but it's a rare third film that achieves true greatness. This Friday sees the release of Men in Black III, and everybody's wondering if it can be better than the underwhelming MIB II.

To celebrate Will Smith's return to the snazzy suit, here are the best and worst movie threequels ever made. In no particular order.

The Worst:

Advertisement

Star Trek III: The Search for Spock
To be fair, this one is just a humongous letdown after the transcendent greatness of Wrath of Khan, and before the hilariousness of The Voyage Home. Stuck with the impossible task of resurrecting the newly dead Spock, the Trek movies get turgid and crufty.

Superman III
It's hard to believe a series could fall so far, so fast. Superman's stubble-sporting dark side is unleashed and fights Clark Kent in a junkyard, while Richard Pryor is a computer geek who invents the ultimate supercomputer. Not as good as that makes it sound.

Superman's turned nasty, in this awesome clip from Superman III, and this leads to him getting …
Read more Read more

Terminator III: Rise of the Machines
Takes the tiny scraps of comedy in the first two Terminators and blows them way up, with Elton John sunglasses and a neurotic John Connor. Despite a decent ending and a few neat ideas here and there, it's an unworthy, unnecessary sequel.

Spider-Man 3
We've almost written a book on this one by now. But here's the crux: It takes all the groundwork the first two movies did and tosses it out. Spidey's suddenly a celebrity instead of an outcast, Mary Jane is suddenly a failure, and Peter Parker becomes a dancing jackass due to meteorite slime. Bleh.

Transformers: Dark of the Moon
Better than the second movie — but no amount of grading on a curve is going to help this movie scrape a C+. A few terrific scenes of Chicago being destroyed, plus two hours of Shia LaBoeuf being whiny, and incomprehensible Transformer politics.

Highlander III: The Sorcerer
Another one that's better than the second movie, but still not great. Sort of a tired rehash of the first movie, with some nods to the television series shoehorned in an attempt to create an interesting continuity that ignores Highlander 2. All in all, totally forgettable.

Pirates of the Caribbean: At Worlds End
The first PotC movie was a fun romp — and then these movies got bigger, more overrun with subplots and supporting characters, and more overstuffed with randomness. And the fun got lost along the way. You can see Johnny Depp struggling to find the spontenaeity he achieved the first time around, in the middle of a bigger and bigger Rube Goldberg machine.

X-Men: Last Stand
After two strong X-Men movies, we get treated to a bizarre mess where the Dark Phoenix saga, Joss Whedon's "mutant cure" storyline and half a dozen other X-Men stories from the comics get shoved into a blender and pureed. We don't complain that Cyclops and Professor X die pointlessly — we lament that we lived to see this movie exist.

Batman Forever
Occasionally we'll see people try and claim that Joel Schumacher's first Batman film was better than Batman and Robin, but that's barely the case. Warner Bros. decided the already-campy Burton Bat-films were too dark, and pushed the series into schlocktown for the third installment, featuring Jim Carrey and Tommy Lee Jones as razzle-dazzle versions of Riddler and Two-Face. Embarrassing and horrifying.

Matrix Revolutions
At least this one was explicitly the conclusion to a trilogy — but guh. Blind Neo Jesus, an overwrought showdown, and an over-reliance on Agent Smith as the Big Bad were among the factors that doomed this film. The Matrix really deserved a better conclusion, one which addressed the issues brought up in the first movie.

Robocop 3
I saw this one in the theater and barely remember it. There was a drunk audience member narrating the action. "He kicked Robocop! Robocop isn't getting up! Why is Robocop so weak? Don't go out like that, Robocop!" I think this is the one where he fights Japanese robots and gangsters.

Poltergeist 3: We're Back
This film is a perfect example of why "threequels" are often terrible: Just like X-Men 3 and Batman Forever, this film had the involvement of almost nobody who'd worked on the first two Poltergeists. Writer-director Gary Sherman decided to move the action from the suburbs to the big city, and basically jettisoned everything that had worked the first two times.

Alien 3
How did we forget to include this one? It was definitely in our original list when we were drafting this, and it must have gotten lost in the shuffle. As Honu Harry says, "I would definitely tag it as one of the biggest 2-to-3 letdowns ever but some people like it on its own. I just don't. It's dull and such a downer that Bishop asks to be put out of his misery. At least he didn't die before the action started unlike Newt and Hicks. "

The Best:

Star Wars: Return of the Jedi
Just like we're not as appalled by Star Trek III as by some of those other terrible threequels, we're also not quite as big fans of Return of the Jedi as some of the others on this list. But Search for Spock and Jedi are in a Neutral Zone. If you took the Ewoks out of Jedi, you'd have a pretty great film — though it would never be in the same league as Empire Strikes Back.

Back to the Future Part 3
We've got sort of a soft spot for this one... it's definitely a weak conclusion after the first two excellent movies. But there are steampunky supertrains, and Doc Brown hanging out in the Old West, and it's cute. Law of diminishing returns is definitely setting in though.

Mission Impossible III
J.J. Abrams' outing in the MI series is better than the second, John Woo-directed installment. In particular, Philip Seymour Hoffman is creepily awesome as the villain, and opening with the tense hostage scene with Ethan's wife is incredibly effective. This was Abrams' audition piece to be a big movie director, and he definitely passed.

Hellraiser III: Hell on Earth
We have a soft spot for the third film in the long-running Clive Barker series, in which Pinhead gets split into human and Cenobite halves, with the pure OG Pinhead converting humans into Cenobite followers to create... wait for it... Hell on Earth. It actually takes the Hellraiser mythology in an interesting direction. Plus Jadzia Dax!

Paranormal Activity 3
After the preternaturally bland PA2, we were ready to be done with this "found footage" series — but the third movie actually scared us to death. There's still way too much over-explaining, but at least there are some real (non-jump) scares here.

Home movies full of murder and ghostly carnage? It must be time to check in with Katie, Kristi and…
Read more Read more

Harry Potter and the Prisoner of Azkaban
Alfonso (Children of Men) Cuaron took over as director of the Potter series for this one film, and managed to infuse the characters with more emotional complexity. And maybe just a tad more darkness.

Indiana Jones & the Last Crusade
Another third movie that's better than the second movie — the relationship between Indy and his father is just note-perfect, and Sean Connery is an inspired casting choice for the elder Dr. Jones. In a year that saw Star Trek V and a blah James Bond movie, this was one of those films that made you believe in movies again.

Goldfinger
Probably the best James Bond film, bar none. This was the film where the Bond formula really "clicked," more than it had in the first two. Gert Frobe rules as Auric Goldfinger, milking lines like the famous "No Mr. Bond, I expect you to die," and Sean Connery shows actual vulnerability as well as suaveness. All the set pieces are brilliant, including the final "ticking bomb" sequence.

Toy Story 3
If there was any drop in quality among the three Toy Story films, we're not aware of it. This was a nearly perfect movie, just like the first two. The ending is delightful and moving and tear-inducing.

Lord of the Rings: The Return of the King
Like Matrix Revolutions, this is the third film in a closed-ended trilogy, but it totally works. Multiple endings and all. The climax, with Samwise stepping up and being awesome, is just punch-the-air amazing. Peter Jackson has the advantage of superior source material to draw on, but he doesn't waste it.